Qoppa Cloud Services EULA

Qoppa Software

Cloud Services Terms and Conditions

 

These Cloud Services Terms and Conditions (“Terms”) govern the use of the Qoppa Software Cloud Services (“Service”), and are put in place between you (“Licensee”) and Qoppa Software, LLC.  By using the service you agree to abide by these Terms.  In the context of this document, “you” means either you as a person, or a company that you represent, in which case you warrant that you have the authority to agree to these Terms on behalf of your company.

Qoppa Software hereby grants you a license to use the Service in accordance with the following conditions:

  1. DEFINITIONS
    1. API – The Application Programming Interface that is made available by the Service to receive calls using the HTTP protocol from your applications, servers, command lines, web pages, or any other technology capable of making HTTP calls.
    2. Application – A computer software application, program, script or any other technology, which has been or will be created by Licensee and which will access the Service.
    3. Non-exclusive License – A license that does not preclude the licensor from granting or transferring to other licensees the same information, informational rights, or contractual rights within the same scope.
    4. Party – Refers to either Qoppa or Licensee.
    5. Parties – Refers to Qoppa and Licensee collectively.
    6. Significant Value-Added – Where Licensee’s Application provides substantial additional functionality beyond the functionality provided by the Service, and constitutes the predominance of the functionality performed by the Application.
    7. Website – A collection of web pages, images, videos and other digital assets hosted on a particular domain or subdomain and accessible using the HTTP protocol through the World Wide Web or a Local Area Network.
    8. Service Fees – The fees required to be paid for access and use of the Service.
  2. GRANT OF LICENSE
    1. Limited Grant. Subject to the payment of the Service Fees, Qoppa hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive and non-transferable license for the limited use of the Service, in accordance with all the terms of this License Agreement.
    2. Use. You may use the Service to make calls to it from your Application, Website, Scripts or any other technology that is capable of accessing the Service, to perform any of the functions provided by the Service.  You may not make the Service, or any part thereof, available as a stand-alone service or product.  The functions provided by the Service may only be made available to 3rd parties as part of your Application, which must contain Significant Value-Add.
      Upon request, Licensee will provide a detailed description of the functionality of the Application and the manner in which it uses the Service to work with PDF documents to Qoppa.  Qoppa will decide, in its sole discretion, whether the Application complies with this Use clause, to decide whether to grant or revoke this license.
    3. Non-Compete. You may not resell, sublicense, sell, rent, lease, lend or make available in any other manner, the Service to any third parties.
  3. UPDATES TO THE SERVICE
    1. Qoppa Software may from time to time publish updates to the service that may change the functions provided by the Service, add new functions to the Service or remove existing functions to the Service. Qoppa Software makes no warranty that existing functions will remain as part of the Service or that they will continue to perform in the same manner, and assumes no liability whatsoever for any direct or indirect costs, loss of revenue, damages or any other expenses incurred by you as a result of these modifications.  You are solely responsible for your use of the Service and any and all costs associated with that use.
  4. PROPRIETARY RIGHTS and RESTRICTIONS
    1. Trade Secrecy. Licensee agrees that the Service provides commercially valuable proprietary functions of Qoppa which have been secretly developed by Qoppa, the design and development of which have involved expenditure of substantial amounts of money and the use of skilled development experts over substantial periods of time. The Service and any portions thereof shall at all times remain the exclusive property of Qoppa and Licensee shall have no right, title or interest therein, except for the License expressly granted in this agreement.
    2. Restrictions.  Licensee agrees not to Copy, translate, Modify, create derivative works from, reverse engineer, decompile, encumber, or otherwise use the Service or permit others to do any of the foregoing, except as specifically authorized under this Agreement.
    3. Copyright. All title and copyrights in and to the Service (including but not limited to any images, photographs, animations, video, audio, music, text, or any other digital content incorporated into the Service), the Licensed Documentation, the accompanying printed materials, and any copies of the Service are owned by Qoppa.
      The Service and Licensed Documentation are protected by copyright and intellectual property laws and international treaty provisions. Therefore, you must treat the Licensed Software like any other copyrighted material.
  1. TERM AND TERMINATION
    1. Term. This Agreement shall be effective from the date that you start using the Service and shall continue until this Agreement is terminated.
    2. Termination by Licensee. You may terminate this Agreement at any time, without written notice, by ceasing all use of the Service.  Provided however that any Service Fees or any other fees due to Qoppa shall remain due and Licensee agrees to make prompt and full payment of such fees.
    3. Termination by Qoppa. Qoppa Software may terminate this Agreement for any reason at any time, upon written notice.  All Service Fees or any other fees due prior to termination shall remain due and Licensee agrees to make prompt and full payment of such fees.
  1. DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITIES
    1. Disclaimer of Warranty. THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, AND QOPPA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, OR ITS USE AND OPERATION ALONE OR IN COMBINATION WITH ANY OTHER LICENSED SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
    2. Limitation of Liability. LICENSEE AGREES THAT IN NO EVENT SHALL QOPPA BE LIABLE TO LICENSEE OR ANY OTHER PERSON CLAIMING DAMAGES AS A RESULT OF THE USE OF ANY PRODUCT OR SERVICE FOR ANY DAMAGES WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE AGREES THAT QOPPA’S LIABILITY FOR DAMAGES, IF ANY, INCLUDING, BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, AND STRICT LIABILITY IN TORT SHALL NOT EXCEED THE CHARGES PAID BY LICENSEE TO QOPPA UNDER THIS AGREEMENT.
    3. Incidental and Consequential Damages. IN NO EVENT SHALL QOPPA BE LIABLE TO LICENSEE, SUBLICENSEE OR OTHER THIRD PARTY FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ALLEGED OR THE FORSEEABILITY OF SUCH DAMAGES, EVEN IF QOPPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. EXPORT RESTRICTIONS
    1. THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE, APPLICATION SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE OR APPLICATION SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LICENSEE AND SUBLICENSEES MAY NOT EXPORT, REEXPORT, DIRECTLY OR INDIRECTLY, ANY SOFTWARE OR APPLICATION SOFTWARE OR INFORMATION PERTAINING THERETO TO ANY COUNTRY FOR WHICH THE UNITED STATES GOVERNMENT, OR ANY AGENCY THEREOF, REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR REEXPORT WITHOUT FIRST OBTAINING THE REQUIRED LICENSE OR APPROVAL. LICENSEE HOLDS QOPPA HARMLESS FROM ANY BREACH OF SECTION 8.
  3. INDEMNIFICATION
    1. Indemnification Licensee shall indemnify, defend and hold harmless Qoppa, its affiliates and each of their respective directors, officers, employees, agents, successors and permitted assigns from and against all actions, suits, losses, liabilities, damages, costs and expenses, including reasonable attorney and expert witness fees, arising from or which are in any way related to: (i) any act or omission of Licensee or its employees, agents or contractors, (ii) any breach of this Agreement; (iii) your use of the Service; or (iv) any claim from a 3rd parties use of your Application.
  4. ADOBE COLOR PROFILES
    1. Where the Service makes use of some files, hereby referred to collectively as Adobe Color Profiles, that are owned by Adobe Systems Incorporated, and that these files are used as part of the Service:
      1. Licensee agrees that any results from the use of these files are provided on an “AS IS” basis. Adobe and / or Qoppa make no representation as to the adequacy of the results produced by these files for any particular purpose or to reproduce any particular result. Adobe and / or Qoppa shall not be liable for loss or damage arising from the use of the Adobe Color Profiles.
      2. In no event shall Adobe and / or Qoppa be liable to Licensee or Licensee’s customers for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if an Adobe or Qoppa representative has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.
    2. The Adobe Color Profiles used by the Service can be obtained from Adobe Systems Incorporated by going to its website at www.adobe.com.
  5. GENERAL
    1. Entire Agreement and Amendment. Agreement is a binding agreement and constitutes the complete, final and exclusive statement of the terms of the agreement between the parties with respect to the subject matter thereof and supersedes any and all other agreements, written or oral, or contemporaneous, with respect thereto. This Agreement cannot be modified except by a written instrument signed by both parties.
    2. Severability.  If any provision of this Agreement or the application thereof to any circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
    3. Waiver.  A waiver of a breach or default under this Agreement shall not be a waiver of any other or subsequent breach or default. The failure or delay in enforcing compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing.
    4. Assignment.  This Agreement shall not be assignable by Licensee except upon Qoppa’s prior written consent and any attempt by Licensee to transfer or assign this Agreement or any of its rights, duties or obligations under this Agreement without such consent is void. This Agreement shall be binding upon the Parties and inure to the benefit of the Parties, their respective successors and permitted assigns.
    5. Representations.  Each Party represents that it has full power and authority to enter into and perform this Agreement, and that the person signing this Agreement on its behalf has been duly authorized and empowered to execute this Agreement. Licensee represents that its compliance with the terms and conditions of this Agreement shall not violate any federal, state or local laws, regulations or ordinances or conflict with any third party agreements.
    6. Agency.  The Parties are separate and independent legal entities. Nothing in this Agreement shall constitute a partnership or make either Party the agent or representative of the other. Neither Party has the authority to bind the other nor to incur any liability on behalf of the other, nor to direct the employees of the other.
    7. Government use. Use, duplication or disclosure by the United States Government is subject to the restrictions set forth in FAR 52.227-19, DFARS 227.7202, or similar regulations set forth in the NASA FAR Supplement, as applicable, or any successor regulations. Contractor/Manufacturer is Qoppa Software, LLC, 675 Seminole Ave, Suite 102, Atlanta, GA 30307.
    8. Injunctive Relief. Licensee acknowledges that Qoppa shall be entitled to equitable relief including an injunction restraining Licensee from the performance of acts which constitute a breach of this Agreement.
    9. Notices. Any notice or other communication given by one Party to the other Party under this Agreement will be deemed properly made if given in writing and delivered in person, sent via facsimile or overnight courier or mailed, properly addressed and stamped with the required postage, to Qoppa at the following address:Qoppa Software, LLC
      Attn: Licensing
      2099 Monroe Dr, Suite 200
      Atlanta, GA 30324

      or to Licensee at an address provided by Licensee during the purchasing process or by email at the contact email address provided by Licensee to Qoppa.

    10. Governing Law. This Agreement shall be governed by laws of the state of Georgia, except for its provisions on conflicts of law. The Parties agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought in the Superior Court of Fulton County, Georgia and irrevocably waive, to the fullest extent permitted by law, any objection either Party may now or hereafter have to the laying of venue in such court and any claim that any such court is an inconvenient forum.
    11. Survival.  Notwithstanding the termination of this Agreement, those rights and obligations which by their nature and context are intended to survive such termination shall survive, including, without limitation, the provisions relating to confidentiality, limitations of liability, warranty exclusions, indemnification, and the making of all payments due under this Agreement.
    12. Contract Interpretation. This Agreement shall not be strictly construed against the drafter but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the parties’ intentions at the time this Agreement is entered into.